LawLab User License Agreement

Law Lab User Licensing Agreement (in effect for all subscriptions new or renewing on or after March 1, 2026)

The following “User License Agreement” governs your use of the software and services provided by Innovation Law Lab (“Law Lab”). This is a legal agreement between you and Law Lab. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” or “Subscriber” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service. For certainty, “Subscriber”, “you” or “your” shall refer to the purchaser of the Service and shall also include any agent, representative, independent contractor, employee, servant, attorney and any entity or person who has authority to act on the purchaser’s behalf, including the Administrator, Primary Subscriber and any Authorized Users.

The Service is intended only for access and use by individuals at least 18 years old. By accessing or using the Service, you warrant and represent that you are at least 18 years old and with the full authority, right, and capacity to enter into this Agreement. If you are not at least 18 years old, you are prohibited from both the access and usage of the Service.

Definitions
1. “Account Data” means data which pertains to the Subscriber, Authorized Users, and Registered Clients necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Authorized Users relating to contacts, matters, tasks or similar data.
2. “Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from Law Lab.
  (c) “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy.
3. “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
4. “Confidential Information” shall mean the Account Data, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.
5. “Content” shall mean any information you upload or post to the Service and any information provided by you to Law Lab in connection with the Service, including, without limitation, information about your or from your Authorized Users or Registered Clients.
6. “Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.
7. “Order Document” means a pricing proposal, purchase order, online order form, statement of work or similar document (or collection of the foregoing) entered into by Law Lab and Subscriber for the Service, or any other similar mechanism made available by Law Lab through which a Subscriber purchases the Service.
8. “Output” means any and all content, data, information, results, responses, recommendations, predictions, analyses, or other materials generated, produced, created, or returned by an AI Service whether in response to Subscriber’s (or an Authorised User’s) Content, inputs, prompts, queries, use of the Service, or otherwise, regardless of format, medium, or method of delivery.
9. “Primary Subscriber” shall mean the Subscriber who initiated the Service offered by Law Lab and is assumed by Law Lab to have the sole authority to administer the subscription.
10. “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.
11. “Service” shall mean one or more software or hosted software services provided by Law Lab as specified in the relevant Order Document.
12. “Subscriber” shall refer to the purchaser of the Service provided by Law Lab and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.
13. “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) Law Lab’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.
Limited License & Use of the Service
1. Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service
2. Law Lab does not review or pre-screen the Content and Law Lab claims no Intellectual Property Rights with respect to the Content.
3. Subscriber shall ensure that Authorized Users and Registered Clients comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Authorized Users and the Registered Clients. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by Authorized Users.
4. Authorized Users shall not reproduce, duplicate, copy, sell, resell, exploit access to, or create derivative works of the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from Law Lab.
5. Authorized Users shall not modify, disassemble, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Law Lab, or any other software or service provided by Law Lab.
6. Authorized Users shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement. Authorized Users must not remove and proprietary notices or labels from the Service.
7. Authorized Users shall not use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, or introduce or use any viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. Law Lab monitors usage patterns to detect potential abuse violations of this Agreement. If Law Lab reasonably suspects abuse, misuse, or activity that could harm the Service, other users, or our reputation, Law Lab may temporarily suspend access to the affected Service until the issue leading to suspension is resolved to Law Lab’ reasonable satisfaction.
8. Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Law Lab. The Law Lab name, logo, and related marks are its property and may not be used without written permission.
9. Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered Client. Law Lab reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
10. Law Lab reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content.
11. Law Lab reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Law Lab shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.
12. Law Lab reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension. Such notice shall be provided to you in advance by way of notification within the Service, email or other notification method deemed appropriate by Law Lab. Further, Law Lab shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Law Lab will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
13. Law Lab stores all Content on redundant storage servers..
14. Subscriber grants to Law Lab a non-exclusive, worldwide, sublicensable, royalty-free right to use, store, modify, provide, transmit, collect, and otherwise process the Content and Confidential Information for the sole purposes of providing the Service, operating and offering other products and services to Subscriber, or performing Law Lab’ obligations and exercising Law Lab’ rights under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Law Lab to, in perpetuity, generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1. Law Lab may collect information generated from use of the Services, such as technical logs, data and learnings about Subscriber’s use of the Services (collectively, “Usage Data”), and may use, share and otherwise process such Usage Data for its lawful business purposes, provided that Law Lab does not publicly identify Subscriber as the source of the Usage Data. Subscriber will not interfere with the collection of Usage Data.
15. Law Lab uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements. Law Lab will highlight known features that may require Subscriber review.
16. By creating an account and providing your mobile number and/or email address, you consent to Law Lab contacting you at any time via email and SMS (including automated messages) to enhance the security of the Service and give you important account updates (the “Text Service”). You may need to respond to an initial message to complete registration and confirm enrollment in the Text Service.
17. The Text Service (SMS) and email notifications rely on third-party providers. To the maximum extent permitted by law, Law Lab is not liable for any errors, delays, or failures in delivery, nor for any charges imposed by your carrier or third parties. Participation in the Text Service is optional. If you wish to opt out, notify Law Lab or follow the opt-out instructions provided. If you change or deactivate your mobile number, you must promptly update your account to prevent messages being sent to the new holder of your old number.
18. Subscriber must comply with all applicable laws and regulations in connection with its use of the Service. Subscriber is solely responsible for, and to the maximum extent permitted by law Law Lab disclaims all liability for, the provision of goods and services sold to Subscriber’s clients (including Registered Clients) as part of its use of the Service, and any obligations Subscriber may owe to its clients. Subscriber is responsible for providing, and must provide, all necessary notices to, and obtain all necessary rights and consents from, all applicable individuals (including Subscriber’s clients) sufficient to enable Subscriber to lawfully use the Service in the ways this Agreement and Law Lab’s Privacy Policydescribe. Subscriber will determine the content of the notices it provides.
19. Subscriber is responsible for all actions taken on or through its account.
Access to the Service
1. Only Authorized Users and Registered Clients are permitted to use the Service. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Law Lab.
2. Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
3. Law Lab may, at its discretion, require all Authorized Users to use two-factor authentication when logging in to their account. Two-factor authentication may be disabled by the Authorized User through the account settings, subject to any additional security requirements imposed by Law Lab.
4. The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
5. Where a Subscriber has just one Administrator, it will provide Law Lab with the name and contact information of a designated Authorized User for use as an alternative point of contact if Law Lab is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator.
6. You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any use of your account by a third party and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge, except to the extent that the loss you suffer is caused by Law Lab’ fraud, negligence or wilful misconduct. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
7. As between Law Lab and the Subscriber, any Content remains the property of the Subscriber. Upon cancellation or termination of the Service, Law Lab shall only liase with the Administrator or the designated Authorized User described in Section 3.5 above (if the Administrator is unable to be reached) regarding the retrieval of Content.
8. All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human Authorized User) is strictly prohibited insofar as the Service includes features which are designed for such use.
9. The following provisions apply to the extent that Law Lab provides access to the Service using an Application Program Interface (“API”):
  1. any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by this Agreement;
  2. Law Lab shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Law Lab has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;
  3. Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Law Lab, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
  4. Law Lab reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
10. Disputes may arise between business partners, firm members, or other persons regarding ownership of or access to an account and its associated Content. While Law Lab has no obligation to do so, we reserve the right, in our sole discretion, to take one or more of the following actions (a) request additional documentation we deem necessary to determine ownership, including sworn affidavits and court orders; (b) require that all parties claiming ownership provide joint written instructions authorizing any changes to the account; (c) suspend access to the account until the disputing parties provide written documentation, in a form reasonably satisfactory to us, proving that the dispute has been resolved; or (d) transfer control of the account to the party we determine (acting reasonably) to be the rightful owner. You acknowledge and agree that Law Lab does not arbitrate or resolve ownership disputes between users. Any decision we make regarding account ownership will be based solely on the information provided to us and is solely for the purposes of account access until any applicable dispute is resolved. To the maximum extent permitted by law, Law Lab shall not be liable for any decision we make, or for any action or inaction we take, in good faith in connection with an ownership dispute.
11. Subscriber is solely responsible for any Content and represents and warrants to Law Lab that Subscriber has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary to provide the Content to Law Lab and to permit Law Lab to use and process the Content as set forth in this Agreement without violating or infringing any laws, third-party rights, or terms or policies that apply to the Content.
Confidentiality
1. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.
2. Law Lab and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations or exercise their rights under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorized by you in writing.
Security and Access
1. Law Lab is responsible for providing a secure method of authentication and accessing its Service. Law Lab will provide mechanisms that:
  1. allow for user password management and the protection of passwords by utilizing code consistent with password management best practices; and
  2. transmit passwords in an encrypted format.
2. Except as set out in Section 5.1, Subscriber will be responsible for protecting the security of Usernames and passwords, or any other codes associated with the Service, and for the accuracy and adequacy of Content.
3. Subscriber will implement policies and procedures to prevent unauthorized use of Usernames and passwords, and will promptly notify Law Lab upon suspicion that a Username and password has been lost, stolen, compromised, or misused.
4. At all times, Law Lab, and any third party vendors and hosting partners it utilizes to provide the Service, will:
  1. use information security best practices for transmitting and storing your Content, adhering to industry standards;
  2. employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
  3. ensure its host facilities maintain industry standards for security and privacy; and
  4. within thirty (30) days of a request by Subscriber, provide Subscriber with a (SOC2 or SOC3) audit report or industry standard successor report or a comparable description of its security measures in respect of the data center facilities used to host the Service and the Content. In order to obtain such a report, Subscriber must enter into an agreement with the third party provider of the report.
5. Law Lab shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Law Lab reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). Law Lab shall make such report within 72 hours after learning of the Security Breach.
6. In the event of a Security Breach, Law Lab shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavours to mitigate any harmful effect of the Security Breach.
Legal Compliance
1. Law Lab maintains that its primary duty is to protect the Content to the extent the law allows. Law Lab reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
2. If Law Lab is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Law Lab will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Law Lab may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
Managed Backup and Archiving
1. Law Lab’s managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Law Lab shall ensure recovery of lost or corrupted Content at no cost to you.
2. Following any cancellation or termination of Service for any reason, Subscriber shall have thirty days to retrieve any and all Content.
Payment, Refunds, and Subscription Changes
1. To use the Service, you must provide a current, valid, accepted method of payment, as may be updated from time to time (“Payment Method”). As consideration for the Services, you agree to pay the subscription fees advertised by Law Lab, or set out in the applicable Order Document, in the manner specified below.
2. Annual Subscribers who satisfy applicable eligibility requirements, as determined in Law Lab’ sole discretion, may elect to be charged on a semi-annual or quarterly billing cycle. In such circumstances you authorize Law Lab, via the Payment Processor (as defined below), to charge the subscription fee and applicable Taxes (as defined below) for each billing cycle to your Payment Method.
3. Subscriber is responsible for and shall pay all applicable taxes, duties, tariffs, assessments, export and import fees, or other governmental charges (collectively, “Taxes”) imposed by any jurisdiction as a result of or in connection with this Agreement, Subscriber’s use of the Service, or any transactions contemplated herein, excluding only taxes imposed on Law Lab’ net income. If Law Lab is required by law to collect or remit any such Taxes, Law Lab may invoice Subscriber for such amounts, and Subscriber shall pay such invoiced amounts within thirty (30) days of the invoice date. Subscriber shall provide Law Lab with valid tax exemption certificates or other documentation reasonably requested by Law Lab to support any claimed exemption from Taxes.
4. Unless you cancel your subscription before the expiration of the subscription term then in effect, you authorize Law Lab, via the Payment Processor, to charge the subscription fee and applicable Taxes for the next renewal term to your Payment Method in advance of the start of such term, taking into account the expiration of any discounts, and any Subscription Upgrades and/or Subscription Downgrades, each as contemplated below.
5. To the extent permitted by law and except as provided in this Agreement, all charges are final, non-refundable and where applicable, non-cancellable, including without limitation all setup fees, implementation charges, subscription fees and other professional services charges, as applicable. For certainty, if you have been approved for semi-annual or quarterly billing cycles and you terminate within a subscription term, you will be required to pay the balance of the subscription fees owing for the remaining of the term then in effect and you authorize Law Lab to charge the Payment Method in such circumstances.
6. Subscribers who purchase setup or professional services, like tailored live training, customized forms and documents, or migration services, must initiate those services within sixty (60) days (the “Service Window”) following their purchase. Absent a separate invoice, the date of purchase for setup or professional services will be deemed to be the initial date of entry of the Payment Method. Failure of the Subscriber to initiate purchased setup or professional services within the Service Window will result in those services no longer being available and no refund will be issued.
7. You may increase the total number of users, additional products and any plan upgrades (each, a “Subscription Upgrade”) at any time, in which case you will be charged immediately for the entire cost of the Subscription Upgrade from the eﬀective date of the Subscription Upgrade prorated until the end of the then current billing cycle or subscription term, as applicable, and, at the start of the next billing period or subscription term, as applicable, the cost of the Subscription Upgrade will be incorporated into your quarterly, bi-annual or annual, as applicable, payments.
8. While you may reduce the number of users, reduce the number of products subscribed, or enact plan downgrades at any time during a subscription term (each a “Subscription Downgrade”), doing so will not result in any refunds or reductions in fees during the subscription term then in effect. For certainty, if done within a subscription term, any reduction in fees resulting from a Subscription Downgrade will only become effective upon the next renewal. Further, no refunds or credits will be issued for partial periods of service, unused subscriptions or removal of Subscribers. Subscription Downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
9. All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Law Lab receives an amount equal to the sum it would have received had no such deduction or withholding been made.
10. All subscription fees are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.
11. Certain Services may be offered as free trials at Law Lab’ discretion, with eligibility criteria determined by Law Lab (“Free Trials”). In connection with Free Trials, Law Lab will require a Payment Method for pre-authorization or to confirm the validity of your Payment Method. Upon the expiration of the Free Trial, except as otherwise agreed by Law Lab, your subscription to the applicable Service will commence automatically and you will be charged the applicable subscription fees to the Payment Method provided, unless you cancel the Free Trial before its conclusion. To view specific details of the subscription, access “Show Subscriptions” under “Manage Your Account” within the Service. Please be aware that Law Lab will continue to bill and charge for subsequent subscription cycles in accordance with Sections 9 and 10 of this Agreement, unless you cancel the subscription pursuant Section 10.1 of this Agreement
Cancellation and Termination
1. The initial term of your subscription shall be as set forth in your Order Document. After the initial term, your subscription will automatically renew for successive terms equal in length to your initial term, until cancelled in accordance with this Agreement. Notwithstanding the foregoing, if your initial term is a multi-year term, your subscription will renew on an annual basis.
2. Subscriptions may be cancelled at any time, provided that the cancellation will become effective at the end of the subscription term then in effect.
3. If you cancel your subscription within a subscription term the entire unpaid balance of all amounts owing for the remainder of the applicable term will immediately be due and payable (as updated to include the cost of any applicable Subscription Upgrades). For certainty, there will be no payment adjustments for unused services or for the removal of any licenses during that period, or otherwise.
4. If a Subscriber wishes to cancel its subscription an Administrator may do so on its behalf any time by accessing the Service and visiting the subscription section via settings, provided that a cancellation that is initiated within a term, will not be effective until the expiration of that term. For security and compliance reasons, the Administrator must call support to complete the cancellation. Cancellations shall not be accepted by any other means.
5. Law Lab in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.
6. If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) Law Lab provides Subscriber with commercially reasonable notice of this violation; (iii) Law Lab uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Law Lab’s reasonable satisfaction within thirty (30) days of such notice, then Law Lab reserves the right to suspend access to the Service.
7. As required by Section 8 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than thirty (30) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service.
Limitation of Liability
1. Except in the case of a violation by Law Lab of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), and Section 8 above (“Managed Backup and Archiving”), and except as provided in Section 13.2 below (“Indemnification”), Law Lab shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Service provided to Subscriber by Law Lab.
2. SUBSCRIBER AGREES THAT THE LIABILITY OF Law Lab ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT Law Lab IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER Law Lab HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 13.2. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY Law Lab TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
3. Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.
Disclaimer of Warranties
1. LAW LAB HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICE PROVIDED BY LAW LAB. LAW LAB’S PROVISION OF, AND SUBSCRIBER’S RECEIPT AND USE OF, THE SERVICES, OUTPUT, OR MATERIALS DOES NOT CREATE AN ATTORNEY CLIENT RELATIONSHIP BETWEEN LAW LAB AND SUBSCRIBER. NOTHING IN THIS SECTION 12.1 SHALL MODIFY LAW LAB’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 13.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).
2. Law Lab makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Service will be secure or error free. Nor does Law Lab make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 12.2 shall modify Law Lab’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or Law Lab’s obligation to indemnify you as required by Section 13.2(b) of this Agreement (“Indemnification”).
3. Law Lab hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.
4. Law Lab is not responsible for, and to the maximum extent permitted by law disclaims all liability arising from or relating to Subscriber’s obligations to its clients (including to properly describe and deliver the goods or services being sold to its clients) and Subscriber’s compliance with applicable laws.
Indemnification
1. Subscriber hereby agrees to indemnify and hold harmless Law Lab from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:
  1. Authorized Users’ breach of any representation, warranty or obligation stated in this Agreement
  2. Authorized Users’ negligent acts or omissions; and
  3. disputes between you and any third party or between Authorized Users, including disputes relating to account ownership or Authorized User activity.
2. Law Lab will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Law Lab. Law Lab reserves the right to participate in the defense of the claim, suit, or proceeding, at Law Lab’ expense, with counsel of Law Lab’ choosing.
3. Subject to exceptions described elsewhere, Law Lab shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party: (a) alleging that the Service, or use of the Service as contemplated hereunder (in each case excluding Materials (as defined below) or Output), infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; or (b) arising out of or related to a violation by Law Lab of its obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”);
4. If Subscriber becomes aware of a potential Claim, Subscriber shall (a) promptly give written notice of the Claim to Law Lab (provided, however, that the failure to so notify shall not relieve Law Lab of its indemnification obligations unless Law Lab can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) give Law Lab sole control of the defense and settlement of the Claim (provided that Law Lab may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provide to Law Lab, at Law Lab’s cost, all reasonable assistance. Law Lab shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by Law Lab to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use.
Miscellaneous
1. Technical support and training are available to Authorized Users with active subscriptions, and is available by email or electronic support ticket as defined on Law Lab’s website.
2. Subscriber acknowledges and agrees that Law Lab may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
3. The Service may allow you to access or use or integrate with third party providers of products and services (“Third Party Services”). Such Third Party Services are not “Services” under this Agreement and are not subject to any terms related to the Service, including related warranties, indemnities, service commitments or other obligations . The availability of any Third Party Services through the Service does not imply Law Lab’s endorsement of or affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. Law Lab does not control the Third Party Services and will have no liability to Subscriber in connection with any Third Party Service. Law Lab has no obligation to monitor or maintain any Third Party Service and may replace, disable or restrict access to any Third Party Service or cancel related integrations at any time, without notice. BY USING OR ENABLING ANY THIRD PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND Law Lab DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.
4. Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Law Lab liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Law Lab, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Law Lab will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. Law Lab’ actions will comply with its obligations under Sections 4 and 5 of this Agreement.
5. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in the Agreement creates an exclusive relationship or in any way prevents Law Lab from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers.
6. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
7. This Agreement constitutes the entire agreement between Authorized Users and Law Lab and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and Law Lab (including, but not limited to, any prior versions of this agreement).
8. Law Lab reserves the right to amend this Agreement. In the event of material changes to the Agreement, Law Lab will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
9. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
10. Governing Law and Venue. This Agreement and your relationship with Law Lab shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in Oregon and shall be considered to have been made and accepted in Oregon, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Oregon, and Subscribers consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.
11. The Service is intended for users located in North America. Law Lab makes no representation that the Service is appropriate or available for use outside of North America. If you choose to use or access the Service outside of North America, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.